##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934for the quarterly period ended
June 30, 2005
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934for the transition period from to
 Commission
file number: 000-30805
 WGNB CORP.




Georgia
    
    58-1640130(State of Incorporation)
    
    (I.R.S. Employer Identification No.)







þ o
 o þ
  Class
    
    Outstanding at August 9, 2005Common Stock, $1.25 par value
    
    3,324,483




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WGNB CORP.
 INDEX TO FORM 10-Q
 Item Numberin Form 10-Q
    
    Description
    
    PagePart I
    
    Financial InformationItem 1.
    
    Financial Statements
    
    
    1Consolidated Balance Sheets at June 30, 2005 and December 31,
2004
    
    
    2Consolidated Statements of Earnings for Three Months Ended June
30, 2005 and June 30, 2004
    
    
    3Consolidated Statements of Comprehensive Income for Three
Months Ended June 30, 2005 and June 30, 2004
    
    
    4Consolidated Statements of Earnings for Six Months Ended June
30, 2005 and June 30, 2004
    
    
    5Consolidated Statements of Comprehensive Income for Six Months
Ended June 30, 2005 and June 30, 2004
    
    
    6Consolidated Statements of Cash Flows for Six Months Ended
June 30, 2005 and June 30, 2004
    
    
    7Notes to Consolidated Financial Statements
    
    
    9Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    17Part II
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    18Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18Item 5.
    
    Other Information
    
    
    18Item 6.
    
    Exhibits
    
    
    18Signatures
    
    
    20EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO




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Part
I  Financial Information
 
 Item 1. Financial Statements
  1




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WGNB CORP.
 
 Consolidated Balance Sheets
 June 30, 2005
    
    December 31, 2004(unaudited)
    
    (audited)AssetsCash and due from banks, including reserve requirements
of $100,000
    
    $
    25,435,487
    
    
    
    7,288,973Federal funds sold
    
    
    1,882,854
    
    
    
    767,270Cash and cash equivalents
    
    
    27,318,341
    
    
    
    8,056,243Securities available for sale
    
    
    60,825,867
    
    
    
    60,867,553Securities held to maturity
    
    
    5,015,768
    
    
    
    4,834,649Loans, net
    
    
    400,900,688
    
    
    
    352,247,628Premises and equipment, net
    
    
    8,160,235
    
    
    
    7,644,879Accrued interest receivable
    
    
    2,374,904
    
    
    
    2,097,166Other assets
    
    
    6,473,009
    
    
    
    6,180,855$
    511,068,812
    
    
    
    441,928,973Liabilities and Stockholders EquityDeposits:Demand
    
    $
    49,565,994
    
    
    
    44,730,335Interest bearing demand
    
    
    138,184,560
    
    
    
    133,603,250Savings
    
    
    12,253,584
    
    
    
    11,856,408Time
    
    
    100,190,410
    
    
    
    92,704,938Time, over $100,000
    
    
    98,670,578
    
    
    
    55,503,108Total deposits
    
    
    398,865,126
    
    
    
    338,398,039Federal Home Loan Bank advances
    
    
    52,000,000
    
    
    
    55,000,000Federal funds purchased
    
    
    9,479,000
    
    
    
    Accrued interest payable
    
    
    1,562,505
    
    
    
    1,426,132Other liabilities
    
    
    2,592,145
    
    
    
    2,142,492Total liabilities
    
    
    464,498,776
    
    
    
    396,966,663Stockholders equity:Common stock, $1.25 par value, 10,000,000 shares authorized;
3,324,483 and 3,325,774 shares issued and outstanding
    
    
    4,155,604
    
    
    
    4,157,218Additional paid-in capital
    
    
    4,865,882
    
    
    
    4,902,369Retained earnings
    
    
    36,577,421
    
    
    
    34,778,931Accumulated other comprehensive income
    
    
    971,129
    
    
    
    1,123,792Total stockholders equity
    
    
    46,570,036
    
    
    
    44,962,310$
    511,068,812
    
    
    
    441,928,973
 See accompanying notes to consolidated financial statements.
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WGNB CORP.
 
 Consolidated Statements of Earnings
 For the Three Months Ended June 30, 2005 and 2004
(unaudited)
 For the Three Months EndedJune 30, 2005
    
    June 30, 2004Interest income:Interest and fees on loans
    
    $
    6,988,369
    
    
    
    5,350,723Interest on federal funds sold
    
    
    37,645
    
    
    
    26,559Interest on investment securities:U.S. Government agencies
    
    
    256,890
    
    
    
    221,004State, county and municipal
    
    
    415,811
    
    
    
    368,073Other
    
    
    176,126
    
    
    
    180,164Total interest income
    
    
    7,874,841
    
    
    
    6,146,523Interest expense:Interest on deposits:Demand
    
    
    732,107
    
    
    
    259,494Savings
    
    
    22,525
    
    
    
    10,927Time
    
    
    1,581,823
    
    
    
    914,492Interest on FHLB and other borrowings
    
    
    607,077
    
    
    
    633,193Total interest expense
    
    
    2,943,532
    
    
    
    1,818,106Net interest income
    
    
    4,931,309
    
    
    
    4,328,417Provision for loan losses
    
    
    500,000
    
    
    
    200,000Net interest income after
provision for loan losses
    
    
    4,431,309
    
    
    
    4,128,417Other income:Service charges on deposit accounts
    
    
    1,047,141
    
    
    
    998,321Mortgage origination fees
    
    
    105,254
    
    
    
    137,476Miscellaneous
    
    
    307,681
    
    
    
    255,998Total other income
    
    
    1,460,076
    
    
    
    1,391,795Other expenses:Salaries and employee benefits
    
    
    2,192,569
    
    
    
    2,094,635Occupancy
    
    
    537,214
    
    
    
    489,308Other operating
    
    
    844,993
    
    
    
    926,719Total other expenses
    
    
    3,574,776
    
    
    
    3,510,662Earnings before income taxes
    
    
    2,316,609
    
    
    
    2,009,550Income taxes
    
    
    669,404
    
    
    
    538,106Net earnings
    
    $
    1,647,205
    
    
    
    1,471,444Basic earnings per share
    
    $
    0.50
    
    
    
    0.45Diluted earnings per share
    
    $
    0.49
    
    
    
    0.44Dividends declared per share
    
    $
    0.2250
    
    
    
    0.1900
 See accompanying notes to consolidated financial statements.
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WGNB CORP.
 
 Consolidated Statements of Comprehensive Income
 For the Three Months Ended June 30, 2005 and 2004
(unaudited)
 For the Three Months EndedJune 30, 2005
    
    June 30, 2004Net earnings
    
    $
    1,647,205
    
    
    
    1,471,444Other comprehensive income (loss), net of tax:Unrealized gains (losses) on investment
securities available for sale:Unrealized gains (losses) arising during the period
    
    
    430,147
    
    
    
    (1,819,829
    )Associated benefit (taxes)
    
    
    (146,250
    )
    
    
    554,984Other comprehensive income (loss)
    
    
    283,897
    
    
    
    (1,264,845
    )Comprehensive income
    
    $
    1,931,102
    
    
    
    206,599
 See accompanying notes to consolidated financial statements.
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WGNB CORP.
 
 Consolidated Statements of Earnings
 For the Six Months Ended June 30, 2005 and 2004
(unaudited)
 For the Six Months EndedJune 30, 2005
    
    June 30, 2004Interest income:Interest and fees on loans
    
    $
    13,167,003
    
    
    
    10,469,619Interest on federal funds sold
    
    
    88,956
    
    
    
    51,466Interest on investment securities:U.S. Government agencies
    
    
    512,596
    
    
    
    484,693State, county and municipal
    
    
    828,275
    
    
    
    716,455Other
    
    
    352,970
    
    
    
    324,460Total interest income
    
    
    14,949,800
    
    
    
    12,046,693Interest expense:Interest on deposits:Demand
    
    
    1,238,027
    
    
    
    518,740Savings
    
    
    37,404
    
    
    
    21,217Time
    
    
    2,855,707
    
    
    
    1,743,836Interest on FHLB and other borrowings
    
    
    1,183,950
    
    
    
    1,287,927Total interest expense
    
    
    5,315,088
    

    
    
    3,571,720Net interest income
    
    
    9,634,712
    
    
    
    8,474,973Provision for loan losses
    
    
    800,000
    
    
    
    350,000Net interest income after
provision for loan losses
    
    
    8,834,712
    
    
    
    8,124,973Other income:Service charges on deposit accounts
    
    
    1,976,595
    
    
    
    1,952,034Mortgage origination fees
    
    
    177,760
    
    
    
    264,716Miscellaneous
    
    
    659,115
    
    
    
    537,955Total other income
    
    
    2,813,470
    
    
    
    2,754,705Other expenses:Salaries and employee benefits
    
    
    4,291,840
    
    
    
    4,044,708Occupancy
    
    
    1,080,295
    
    
    
    995,713Other operating
    
    
    1,724,724
    
    
    
    1,918,223Total other expenses
    
    
    7,096,859
    
    
    
    6,958,644Earnings before income taxes
    
    
    4,551,323
    
    
    
    3,921,034Income taxes
    
    
    1,290,147
    
    
    
    1,138,739Net earnings
    
    $
    3,261,176
    
    
    
    2,782,295Basic earnings per share
    
    $
    0.98
    
    
    
    0.84Diluted earnings per share
    
    $
    0.98
    
    
    
    0.83Dividends declared per share
    
    $
    0.4400
    
    
    
    0.3725
 See accompanying notes to consolidated financial statements.
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WGNB CORP.
 
 Consolidated Statements of Comprehensive Income
 For the Six Months Ended June 30, 2005 and 2004
(unaudited)
 For the Six Months EndedJune 30, 2005
    
    June 30, 2004Net earnings
    
    $
    3,261,176
    
    
    
    2,782,295Other comprehensive income (loss), net of tax:Unrealized gains (losses) on investment
securities available for sale:Unrealized gains (losses) arising during the period
    
    
    (231,308
    )
    
    
    (1,263,668
    )Associated benefit (taxes)
    
    
    78,645
    
    
    
    429,647Other comprehensive income (loss)
    
    
    (152,663
    )
    
    
    (834,021
    )Comprehensive income
    
    $
    3,108,513
    
    
    
    1,948,274
 See accompanying notes to consolidated financial statements.
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WGNB CORP.
 
 Consolidated Statements of Cash Flows
 For the Six Months Ended June 30, 2005 and 2004
(unaudited)
 For the Six Months EndedJune 30, 2005
    
    June 30, 2004Cash flows from operating activities:Net earnings
    
    $
    3,261,176
    
    
    
    2,782,295Adjustments to reconcile net earnings to net cash
provided by operating activities:Depreciation, amortization and accretion
    
    
    589,820
    
    
    
    566,921Provision for loan losses
    
    
    800,000
    
    
    
    350,000Loss on sale of other real estate
    
    
    5,972
    
    
    
    48,895Loss (Gain) on sale of premises and equipment
    
    
    43,914
    
    
    
    (3,430
    )Change in:Other assets
    
    
    (717,094
    )
    
    
    (552,541
    )Other liabilities
    
    
    586,026
    
    
    
    (355,263
    )Net cash provided by operating activities
    
    
    4,569,814
    
    
    
    2,836,877Cash flows from investing activities:Proceeds from maturities of securities available for sale
    
    
    8,144,825
    
    
    
    6,653,481Purchases of securities available for sale
    
    
    (8,354,786
    )
    
    
    (7,819,120
    )Purchases of securities held to maturity
    
    
    (232,500
    )
    
    
    (1,010,000
    )Net change in loans
    
    
    (49,588,333
    )
    
    
    (37,910,903
    )Purchases of premises and equipment
    
    
    (1,077,370
    )
    
    
    (445,936
    )Proceeds from sales of other real estate
    
    
    355,148
    
    
    
    226,946Proceeds from sale of fixed assets
    
    
    
    
    
    
    3,430Net cash used by investing activities
    
    
    (50,753,016
    )
    
    
    (40,302,102
    )Cash flows from financing activities:Net change in deposits
    
    
    60,467,087
    
    
    
    13,717,158FHLB Advances
    
    
    
    
    
    
    10,000,000Repayment of FHLB Advances
    
    
    (3,000,000
    )
    
    
    Net change in federal funds purchased
    
    
    9,479,000
    
    
    
    6,835,000Dividends paid
    
    
    (1,462,686
    )
    
    
    (1,180,849
    )Exercise of stock options
    
    
    
    
    
    
    204,414Purchase and retirement of common stock
    
    
    (38,101
    )
    
    
    (283,679
    )Net cash provided by financing activities
    
    
    65,445,300
    
    
    
    29,292,044Change in cash and cash equivalents
    
    
    19,262,098
    
    
    
    (8,173,181
    )Cash and cash equivalents at beginning of period
    
    
    8,056,243
    
    
    
    27,235,798Cash and cash equivalents at end of period
    
    $
    27,318,341
    
    
    
    19,062,617
 See accompanying notes to consolidated financial statements.
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WGNB CORP.
 Consolidated Statements of Cash Flows, continued
 For the Six Months Ended June 30, 2005 and 2004
(unaudited)
 For the Six Months EndedJune 30, 2005
    
    June 30, 2004Supplemental disclosure of cash flow information:Cash paid during the quarter for:Interest
    
    $
    5,178,715
    
    
    
    3,491,090Income taxes
    
    
    1,499,000
    
    
    
    1,194,000Non-cash investing and financing activities:Transfer of loans to other real owned
    
    
    135,723
    
    
    
    150,168Change in unrealized gains on
securities available for sale, net of tax
    
    
    (152,663
    )
    
    
    (834,021
    )Change in dividends payable
    
    
    67,612
    
    
    
    50,863Issuance of common stock to directors in lieu
of directors fees
    
    
    14,245
    
    
    
    12,840
 See accompanying notes to consolidated financial statements.
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WGNB Corp.
 
 Notes to Consolidated Financial Statements
 June 30, 2005
(unaudited)
 (1)
    
    Basis of PresentationThe consolidated financial statements include the accounts of WGNB Corp. (the Company)
and its wholly-owned subsidiary, West Georgia National Bank (the Bank). All significant
inter-company accounts have been eliminated in consolidation. In some cases, certain prior
period amounts have been reclassified to conform with current year presentation.The accompanying unaudited interim consolidated financial statements reflect all adjustments
which, in the opinion of management, are necessary to present fairly the Companys financial
position as of June 30, 2005, and the results of its operations and its cash flows for the
three- and six-month periods then ended. All such adjustments are normal and recurring in
nature. The financial statements included herein should be read in conjunction with the
consolidated financial statements, related notes thereto and the report of independent
registered public accounting firm included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2004, which included the results of operations for the years ended
December 31, 2004, 2003 and 2002.(2)
    
    Net Earnings Per ShareBasic earnings per share is based on the weighted average number of common shares
outstanding during the period while the effects of potential common shares outstanding during
the period are included in diluted earnings per share. The average market price during the year
is used to compute equivalent shares.Reconciliation of the amounts used in the computation of both basic earnings per share and
diluted earnings per share for the periods ended June 30, 2005 and June 30, 2004 are as
follows:
 For the quarter ended June 30, 2005EarningsNet Earnings
    
    Common Shares
    
    per ShareBasic earnings per share
    
    $
    1,647,205
    
    
    
    3,324,323
    
    
    $
    0.50Effect of
dilutive securities  Stock Options
    
    
    
    
    
    
    18,655
    
    
    
    (0.01
    )Diluted earnings per share
    
    $
    1,647,205
    
    
    
    3,342,978
    
    
    $
    0.49
 For the quarter ended June 30, 2004EarningsNet Earnings
    
    Common Shares
    
    per ShareBasic earnings per share
    
    $
    1,471,444
    
    
    
    3,306,524
    
    
    $
    0.45Effect of
dilutive securities  Stock Options
    
    
    
    
    
    
    50,594
    
    
    
    (0.01
    )Diluted earnings per share
    
    $
    1,471,444
    
    
    
    3,357,118
    
    
    $
    0.44
 For the six months ended June 30, 2005EarningsNet Earnings
    
    Common Shares
    
    per ShareBasic earnings per share
    
    $
    3,261,176
    
    
    
    3,324,315
    
    
    $
    0.98Effect of
dilutive securities  Stock Options
    
    
    
    
    
    
    18,655
    
    
    
    Diluted earnings per share
    
    $
    3,261,176
    
    
    
    3,342,970
    
    
    $
    0.98
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WGNB Corp.
 Notes to Consolidated Financial Statements
 June 30, 2005
(unaudited)
 (2)
    
    Net Earnings Per Share, continued
 For the six months ended June 30, 2004EarningsNet Earnings
    
    Common Shares
    
    per ShareBasic earnings per share
    
    $
    2,782,295
    
    
    
    3,306,656
    
    
    $
    0.84Effect of
dilutive securities  Stock Options
    
    
    
    
    
    
    50,594
    
    
    
    (0.01
    )Diluted earnings per share
    
    $
    2,782,295
    
    
    
    3,357,250
    
    
    $
    0.83
 (3)
    
    Stock Compensation PlansSFAS No. 123, Accounting for Stock-Based Compensation, encourages all entities to
adopt a fair value based method of accounting for employee stock compensation plans, whereby
compensation cost is measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period. However, it also
allows an entity to continue to measure compensation cost for those plans using the intrinsic
value based method of accounting prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, whereby compensation cost is the excess, if any, of
the quoted market price of the stock at the grant date (or other measurement date) over the
amount an employee must pay to acquire the stock. Stock options issued under the Companys
stock option plan have no intrinsic value at the grant date, and under Opinion No. 25 no
compensation cost is recognized for them. The Company has elected to continue with the
accounting methodology in Opinion No. 25 and, as a result, has provided proforma disclosures of
net income and earnings per share, as if the fair value based method of accounting had been
applied. Had compensation cost for the plan been determined based upon the fair value of the
options at the grant dates, the Companys net earnings per share for the year to date and
quarters ended June 30, 2005 and 2004 would have been reduced to the proforma amounts indicated
below:
 For the three months ended June 30,2005
    
    2004Net earnings
    
    As reported
    
    $
    1,647,205
    
    
    
    1,471,444Proforma
    
    $
    1,647,205
    
    
    
    1,471,444Basic earnings per share
    
    As reported
    
    $
    0.50
    
    
    
    0.45Proforma
    
    $
    0.50
    
    
    
    0.45Diluted earnings per share
    
    As reported
    
    $
    0.49
    
    
    
    0.44Proforma
    
    $
    0.49
    
    
    
    0.44
 For the six months ended June 30,2005
    
    2004Net earnings
    
    As reported
    
    $
    3,261,176
    
    
    
    2,782,295Proforma
    
    $
    3,191,562
    
    
    
    2,687,541Basic earnings per share
    
    As reported
    
    $
    0.98
    
    
    
    0.84Proforma
    
    $
    0.96
    
    
    
    0.81Diluted earnings per share
    
    As reported
    
    $
    0.98
    
    
    
    0.83Proforma
    
    $
    0.95
    
    
    
    0.80
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WGNB Corp.
 Notes to Consolidated Financial Statements
 June 30, 2005
(unaudited)
 (3)
    
    Stock Compensation Plans, continuedThe fair value of each option is estimated on the date of the grant using the Black-Scholes
Model. The following weighted average assumptions were used for grants in 2005 and 2004:
dividend yield of 2.84 percent and 2.43 percent, respectively, risk free interest rates of 4.09
percent and 4.12 percent, respectively, and an expected life of 10 years. The compensation
expense included in the proforma results was determined based on the fair value of the option at
the time of grant multiplied by the number of options granted net of tax effect. No options
were granted in the second quarters ended 2005 and 2004.(4)
    
    Contingent LiabilitiesVarious legal actions and proceedings are pending or are threatened against the Company
and its subsidiaries, some of which seek relief or damages in amounts that are substantial.
These actions and proceedings arose in the ordinary course of the Companys business. After
consultation with legal counsel, management believes that the aggregate liability, if any,
resulting from such pending and threatened actions and proceedings will not have a material
adverse effect on the Companys financial condition.
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Notice Regarding Forward-Looking Statements
          Critical Accounting Policies
  12




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Results of Operations
 Overview
    Net Interest Income
   13




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Non-Interest Income
   Non-Interest Expense
  14




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Income Taxes
  Provision and Allowance for Loan Losses
  Non-Performing Assets and Past Due Loans
   Financial Condition
 Overview
  Assets and Funding
  15




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##### Table of Contents



Loan
    
    At June 30, 2005
    
    At December 31, 2004Commercial, financial and agricultural
    
    $
    55,311,880
    
    
    $
    50,527,769Real Estate
 mortgage
    
    
    182,356,062
    
    
    
    173,110,259Real Estate
 construction
    
    
    148,654,875
    
    
    
    114,657,248Consumer
    
    
    20,080,116
    
    
    
    18,614,114Total
    
    $
    406,402,933
    
    
    $
    356,909,390Unearned
    
    
    (651,366
    )
    
    
    (581,614
    )Allowance for loan losses
    
    
    (4,850,879
    )
    
    
    (4,080,148
    )Net Loans
    
    $
    400,900,688
    
    
    $
    352,247,628
   Liquidity and Capital Resources
    June 30, 2005Actual
    
    
    
    
    
    Required
    
    
    
    
    
    ExcessAmount
    
    %
    
    Amount
    
    %
    
    Amount
    
    %Total capital (to risk-weighted assets)
    
    $
    50,450
    
    
    
    11.68
    %
    
    $
    34,554
    
    
    
    8.00
    %
    
    $
    15,896
    
    
    
    3.68
    %Tier 1 capital (to risk-weighted assets)
    
    
    45,599
    
    
    
    10.56
    %
    
    
    17,269
    
    
    
    4.00
    %
    
    
    28,329
    
    
    
    6.56
    %Tier 1 capital (to average
assets)
    
    
    45,599
    
    
    
    9.12
    %
    
    
    20,007
    
    
    
    4.00
    %
    
    
    25,591
    
    
    
    5.12
    %
 16




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##### Table of Contents



Off Balance Sheet Risks
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
   17




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##### Table of Contents



Part
II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   
 Item 5. Other Information
  
 Item 6. Exhibits
  3.1
    
    Amended and Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3.1 to the Companys Registration Statement on Form 10-SB filed June 14, 2000
(the Form 10-SB).3.2
    
    Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the
Form 10-SB).4.1
    
    See exhibits 3.1 and 3.2 for provisions of Companys Articles of Incorporation
and Bylaws defining the rights of shareholders.4.2
    
    Specimen certificate representing shares of Common Stock (Incorporated by
reference to Exhibit 4.2 to the Form 10-SB).
 18




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##### Table of Contents



4.3
    
    Rights Agreement dated as of February 12, 1997 between the Company and SunTrust
Bank, Atlanta (Incorporated by reference to Exhibit 4.3 to the Form 10-SB).31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
 19




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##### Table of Contents



SIGNATURES
   WGNB CORP.By:

/s/
L. Leighton AlstonL. Leighton AlstonPresident and CEOBy:

/s/
Steven J. HaackSteven J. HaackTreasurer
Principal Financial Officer 20